UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
043628106
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973)325-8660
(Name Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 3, 1998
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4) check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NO LONGER APPLICABLE
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 043628106
_______________________________________________________________
1) Names of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
WC
________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . .
NOT APPLICABLE
________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole voting Power
Number of 1,186,793
Shares Bene-
ficially (8) Shared Voting Power
owned by 309,987
Each Report-
ing Person (9) Sole Dispositive Power
With 1,186,793
(10) Shared Dispositive Power
309,987
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,496,780
________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.0%
________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par
value (the "Common Stock" or the "Shares"), of ASCENT
ENTERTAINMENT GROUP, INC., ("Company"), which has its principal
executive offices at One Tabor Center, 1200 Seventeenth Street,
Suite 2800, Denver, Colorado 80202.
Item 2. Identity and Background.
This statement is being filed by Leon G.
Cooperman,("Cooperman"). Cooperman is the Managing Member of
Omega Associates, L.L.C. ("Associates"), a limited liability
company organized under the laws of the State of Delaware.
Associates is a private investment firm formed to invest in and
act as general partner of investment partnerships or similar
investment vehicles. Associates is the general partner of three
limited partnerships organized under the laws of Delaware known
as Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., and Omega Capital Investors, L.P. They are private
investment firms engaged in the purchase and sale of securities
for investment for their own accounts. The business address of
Cooperman and the principal business and office of Associates,
Omega Capital Partners, L.P., Omega Institutional Partners,
L.P., and Omega Capital Investors, L.P., is c/o Omega Advisors,
Inc., 88 Pine Street, Wall Street Plaza - 31st Floor, New York,
New York 10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority
stockholder of Omega Advisors, Inc., a Delaware corporation,
engaged in providing investment management. The address of the
principal business and office of Omega Advisors, Inc. is 88 Pine
Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Omega Advisors, Inc. serves as investment manager to
Omega Overseas Partners, Ltd., and Cooperman is deemed to
control said entities. Omega Overseas Partners, Ltd., is a
Cayman Island corporation, with a business address at British
American Tower, Third Floor, Jennrett Street, Georgetown, Grand
Cayman Island, British West Indies. Omega Advisors, Inc. also
serves with discretionary power as investment manager to
unrelated third parties (herein referred to as the "Managed
Account").
Neither Cooperman nor any of the investment
entities controlled by him have, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such person,
during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,496,780 Shares. Of this
amount, 433,918 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,336,780; 37,776 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $379,744;
39,760 Shares were purchased by Omega Capital Investors, L.P.,
at a cost of $388,184; 675,339 Shares were purchased by Omega
Overseas Partners, Ltd., at a cost pf $6,773,458 ; and 309,987
Shares were purchased by the Managed Account, at a cost of
$3,091,483. The source of funds for the purchase of all such
Shares was investment capital.
Item 4. Purpose of Transaction.
Cooperman has acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, Cooperman from
time to time evaluates holdings of securities, and based
on such evaluation, he may determine to acquire or dispose of
securities of specific issuers.
Cooperman has no present plans or intentions which
would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-K for the year ended December 31, 1997, there were
outstanding on March 3, 1998, 29,755,600 Shares of Common Stock.
Omega Capital Partners, L.P., owns 433,918 Shares, or 1.5% of
those outstanding; Omega Institutional Partners, L.P., owns
37,776 Shares, or 0.1% of those outstanding; Omega Capital
Investors, L.P., owns 39,760 Shares, or 0.1% of those
outstanding; Omega Overseas Partners, Ltd., owns 675,339 Shares,
or 2.3% of those outstanding; and the Managed Account owns
309,987 Shares, or 1.0% of those outstanding. Cooperman
possesses sole power to vote and direct the disposition of all
Shares of Common Stock owned by Omega Overseas Partners, Ltd.
As to the 309,987 Shares owned by the Managed Account, there
would be shared power to dispose or to direct the disposition of
such Shares because the owners of the Managed Account may be
deemed beneficial owner of such Shares pursuant to Rule 13d-3
under the Act as a result of their right to terminate the
discretionary account within a period of 60 days.
The following details the transactions by each of the
above entities in shares of Common Stock within the 60 day
period prior to April 3, 1998 and through the date of this
filing. All such transactions were open market purchase
transactions.
Omega Capital Investors, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/03/98 1,600 $10.50
Omega Overseas Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
03/16/98 13,700 $10.25
03/20/98 1,700 10.25
03/23/98 3,400 10.25
04/03/98 20,400 10.50
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
03/16/98 2,300 $10.25
03/20/98 300 10.25
03/23/98 600 10.25
04/03/98 3,000 10.50
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof or between
such persons and any other person with respect to any securities
of the Company, including but not limited to transfer or voting
of any other securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
Signature
After reasonable inquiry and to the best of the under-
signed's knowledge and belief, the undersigned hereby certifies
that the information set forth in this statement is true,
complete and correct.
Dated: April 16, 1998
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Investors, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
